Common use of Voting on Other Matters Clause in Contracts

Voting on Other Matters. (a) In the case of any matter (other than the election or appointment of a Designated Director subject to Section 2.1) submitted or to be submitted to a vote or the written consent of, or other action by, the holders of any class or series of High Vote Shares of any Company at a time when any member of the Xxxxxxx Group and any member of the Xxxxxx Group Beneficially Own any such High Vote Shares, JCM, on behalf of the Xxxxxx Group, and the Xxxxxxx Group Representative, on behalf of the Xxxxxxx Group, will use their reasonable efforts to consult with each other in advance concerning the manner in which each Group will vote or otherwise act with respect to such matter. Subject to the next sentence, if such Persons are unable to reach unanimous agreement concerning the manner in which each Group will vote or otherwise act with respect to such matter, each member of the Xxxxxx Group and each Member of the Xxxxxxx Group will vote or otherwise act with respect to such matter in the manner directed by JCM. If JCM shall fail in any material respect to vote for any qualified nominee of the Xxxxxxx Group as Designated Director for any Company if, as and when required by Section 2.1 or if the directors of any Company fail to fill any vacancy referred to in Section 2.1(b) with the substitute proposed as provided therein, then unless such failure is the result of the failure of such nominee to agree to serve or otherwise caused by any act or omission of such nominee or any member of the Xxxxxxx Group, the members of the Xxxxxxx Group shall have complete discretion in determining the manner in which they will vote their High Vote Shares in such Company with respect to any such matter that is submitted to the holders of such High Vote Shares (and the rights and powers granted to JCM with respect to such High Vote Shares in subsection 2.2(b) shall be suspended) unless and until JCM or such directors shall correct such failure by voting for or appointing the Xxxxxxx Group's nominee on a subsequent occasion or otherwise.